Directors´ Addresses after 1 October 2009

Present position

Companies Act 1985 requires a directors' usual residential addresses be notified to the Registrar of Companies ("Registrar") and held on public record at Companies House, as well as on the register of directors of every company for which they are appointed.

The only way a director can currently avoid having his residential address made public is to apply for a Confidentiality Order, which may be granted if there is a serious threat of violence or intimidation, for example from political activists or protest groups. 


Where such an order is granted the director is entitled to give a service address to be shown on the public record in place of his residential address.


Position after October 1, 2009


Under the new provisions of Companies Act 2006 coming into force on 1 October 2009, all individual directors must provide a service address for the public record.


 Residential addresses will still be required, but these will be maintained on a separate record to which access will be restricted. 


Directors may give the company's registered office as their address for service. If they give their residential address as their address for service, the register will not indicate that the service address is in fact their home address.


As a result of this change, companies will be required to keep a separate register of directors' residential addresses. 
The 2006 Act prohibits companies from using or disclosing such information, except for the following purposes: 

• for communicating with the director concerned; to comply with any requirement of the Companies Acts as to particulars to be sent to the Registrar; 
• or in pursuance of a court order. 
• The Registrar may also disclose such information to public authorities and credit reference agencies, subject to certain conditions.

There are certain circumstances in which the Registrar will be permitted to put a director's residential address on the public record. These are:

•  (i) if communications sent to the director and requiring a response within a specified period remain unanswered; and 
• (ii) if there is evidence that service of documents at the service address provided is not effective to bring them to the notice of the director. Before he can change the public record, the Registrar must give notice of his proposal to the director (at his residential address) and to every company of which the Registrar has been notified that the director concerned is a director. The notice must specify a period during which objections may be made.

A director whose residential address is put on the public record by the Registrar may not register a service address other than his usual residential address for a period of five years from the date of the Registrar's decision. Therefore, failure to respond to correspondence could have significant consequences.


This change provides extra protection and some comfort for directors worried about their home addresses being on public record. However, the change does not apply retrospectively and so any residential address already on the public record will remain there. Currently there is provision for individuals whose home addresses were placed on the register on or after 1 January 2003 to have those details removed, although the grounds for the application are much the same as those required for a Confidentiality Order; i.e. a serious threat of violence or intimidation. It  seems the 2006 Act will mainly protect new directors, not existing ones.

Company law - Payment of illegal dividends

COMPANY — Director — Breach of duty — Insolvent company paying unlawful dividends — Defendant human director of corporate director of insolvent company — Whether to be treated as de facto director of insolvent company — Companies Act 1985, s 744 — Insolvency Act 1986, ss 212(1)(a), 251
Revenue and Customs Commissioners v Holland and another
[2009] EWCA Civ 625; [2009] WLR (D) 228

CA: Ward, Rimer, Elias LJJ: 2 July 2009

A human director of a corporate director could in certain circumstances be regarded as a de facto director of the subject company but he would not automatically be so regarded.
The Court of Appeal so stated when, inter alia, allowing the appeal of the first defendant, Michael Holland, from a decision of Mark Cawson QC, sitting as a deputy High Court judge of the Chancery Division on 24 June 2008 ([2009] Bus LR 1), finding for the claimant Revenue and Customs Commissioners on their application under s 212 of the Insolvency Act 1986 and holding that the defendant and his wife, Linda Holland, the second defendant, were guilty, as de facto directors of 42 insolvent companies, of misfeasance and breaches of duty in causing payment between specified dates of unlawful dividends. The first defendant was not a de jure director of any of the relevant companies: the sole director of each was a company of which he was a director. However, the judge found that he was a de facto director of each company and was thus answerable to the commissioners’ claim under s 212 of the 1986 Act.
RIMER LJ said that where s 212(1)(a) referred to “a person who is or has been an officer of the company” the word “officer” therein included a de facto director; and the definition of an “officer” in relation to a body corporate in s 744 of the Companies Act 1985 included “a director, manager or secretary”. Furthermore, s 251 of the 1986 Act incorporated that definition and defined a “director” as including “any person occupying the position of director by whatever name called”. The question was accordingly whether, on a true construction, the first defendant was by virtue of his activities to be considered a de facto director. The fact was, however, that although it was not the case that there could never be circumstances in which a director of a corporate director could or would so act as to cause himself to be regarded as a de facto director of the subject company, something more would be required than the mere performance by him of his duties as a de jure director of the corporate director; and on the instant facts the deputy judge’s conclusion that the first defendant was a de facto director could not stand.
ELIAS and WARD LJJ gave concurring judgments.

New Registrar's rules

New Registrar’s Rules

Companies House published the final draft of the new registrar's rules on 1 July.

This will be the final draft of the regulations published before they come into force on 1 October as part of the final Companies Act 2006 implementation.

The draft is not intended for general comment, as the Registrar carried out a consultation last year and only minor details now remain to be finalised. Companies House says that the draft's principal function is to give companies advance notice of the new regime.

Additionally, though no concrete date has been given for the publication of the draft forms, Tim Moss, Director of Corporate Strategy at Companies House, says that the registrar intends to publish them ‘very soon’ after 1 July, along with guidance for companies on the new powers.